SIDGQ / Stamford Industrial Group Inc - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Stamford Industrial Group Inc
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CIK 1078203
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Stamford Industrial Group Inc
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
February 16, 2010 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* STAMFORD INDUSTRIAL GROUP, INC. Name of Issuer) Common Stock, $.0001 Par Value Per Share (Title of Class

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* STAMFORD INDUSTRIAL GROUP, INC. Name of Issuer) Common Stock, $.0001 Par Value Per Share (Title of Class of Securities) 64107U101 (CUSIP Number) December 31, 2009 (Date of Event which Requires Filing of this Statement) Check the appropriate box to design

September 28, 2009 8-K

Other Events

8-K 1 v1612398-k.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 28, 2009 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorpora

September 17, 2009 8-K

Other Events

8-K 1 v1606438k.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 17, 2009 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporat

September 17, 2009 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15

15-12G 1 v16064515-12g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-25781 Stamford Industrial Group, Inc. (Exact

September 14, 2009 8-K

Bankruptcy or Receivership, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Other Events, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 14, 2009 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission Fil

September 14, 2009 EX-99.1

CONCORD STEEL, INC. FILES VOLUNTARY CHAPTER 11 PETITION

EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONCORD STEEL, INC. FILES VOLUNTARY CHAPTER 11 PETITION Stamford, CT, September 14, 2009 — Stamford Industrial Group, Inc. (OTC: SIDG.PK. “SIG” or the “Company”), today announced that its wholly-owned subsidiary, Concord Steel, Inc. (“Concord”), which constitutes substantially all of the Company’s assets, filed a voluntary petition for relief under Chapter 11 of

August 28, 2009 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 26, 2009 Stamford Industrial Group, Inc.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 26, 2009 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission File N

August 28, 2009 EX-10.2

Stamford Industrial Group, Inc. One Landmark Square Stamford, Connecticut 06901

Exhibit 10.2 Stamford Industrial Group, Inc. One Landmark Square Stamford, Connecticut 06901 August 26, 2009 Mr. Jonathan LaBarre 53 Elizabeth Drive Southington CT 06489 Re: Employment Agreement Dear Mr. LaBarre: Reference is made to the Employment Agreement dated as of December 1, 2006, between Stamford Industrial Group, Inc. (the “Company”) and you (the “Original Agreement”). Capitalized terms u

August 28, 2009 EX-10.1

Stamford Industrial Group, Inc. One Landmark Square Stamford, Connecticut 06901

Exhibit 10.1 Stamford Industrial Group, Inc. One Landmark Square Stamford, Connecticut 06901 August 26, 2009 Mr. Albert Weggeman 15 Sidecut Road Redding, Connecticut 06896 Re: Employment Agreement Dear Mr. Weggeman: Reference is made to the Employment Agreement dated as of September 22, 2006, effective as of October 3, 2006, between Stamford Industrial Group, Inc. (the “Company”) and you (the “Ori

August 17, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2009 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000-25781 STAMFORD

August 17, 2009 8-K

Results of Operations and Financial Condition, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 17, 2009 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission File N

August 17, 2009 EX-99.1

Reconciliation of GAAP EPS to Non-GAAP EPS

Exhibit 99.1 FOR IMMEDIATE RELEASE STAMFORD INDUSTRIAL GROUP ANNOUNCES RESULTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2009 Stamford, CT, August 17, 2009 — Stamford Industrial Group, Inc. (OTC: SIDG.PK. “SIG” or the “Company”), announced today financial results for the three and six months ended June 30, 2009. Second Quarter Consolidated Results Consolidated revenue was $12.2 million, a decrea

August 13, 2009 EX-10.1

AMENDMENT AND TEMPORARY WAIVER AGREEMENT

AMENDMENT AND TEMPORARY WAIVER AGREEMENT This THIRD AMENDMENT AND TEMPORARY WAIVER AGREEMENT (this “Amendment”) is made as of the 12th day of August, 2009 among: (a) CONCORD STEEL, INC.

August 13, 2009 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 13, 2009 Stamford Industrial Group, Inc.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 13, 2009 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission File N

August 12, 2009 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 6, 2009 Stamford Industrial Group, Inc. (

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 6, 2009 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission File Nu

August 12, 2009 EX-10.1

LETTER AGREEMENT

LETTER AGREEMENT August 10, 2009 Concord Steel, Inc. c/o Stamford Industrial Group, Inc. One Landmark Square, 21st Floor Stamford, CT 06901 Re: Bank of America’s Agented Credit Facility for Concord Steel, Inc. Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of October 3, 2006, among CONCORD STEEL, INC. (formerly known as SIG Acquisition Corp.), a Delaware corpora

August 11, 2009 NT 10-Q

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 SEC File Number: 000-25781 CUSIP Number: 64107U101 NOTIFICATION OF LATE FILING (Check One): o Form 10-K o Form 11-K o Form 20-F x Form 10-Q o Form N-SAR For the Period Ended: June 30, 2009 o Transition Report on Form 10-K o Transition Report on Form 10-Q o Transition Report on Form 20-F o Transition Report on Form N-SAR o Transition Report on Form 11-K For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

July 23, 2009 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 23, 2009 Stamford Industrial Group, Inc. (E

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 23, 2009 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission File Num

July 2, 2009 8-K

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

8-K 1 v1539788-k.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 30, 2009 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation)

May 11, 2009 EX-99.1

Reconciliation of GAAP EPS to Non-GAAP EPS Three Months Ended (unaudited) March 31, 2009 (unaudited) (in millions) (per share Diluted) Net loss - Diluted EPS $ (1.0 ) $ (0.11 ) Deferred stock compensation expense 0.1 0.01 Depreciation and amortizatio

Exhibit 99.1 FOR IMMEDIATE RELEASE STAMFORD INDUSTRIAL GROUP ANNOUNCES RESULTS FOR THE FIRST QUARTER ENDED MARCH 31, 2009 Stamford, CT, May 11, 2009 — Stamford Industrial Group, Inc. (OTC: SIDG.PK. “SIG” or the “Company”), announced today financial results for the first quarter ended March 31, 2009. First Quarter Consolidated Results Consolidated revenue was $17.1 million, a decrease of 47.7% or $

May 11, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2009 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000-25781 STAMFOR

May 11, 2009 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 11, 2009 Stamford Industrial Group, Inc. (Ex

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 11, 2009 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission File Numb

April 30, 2009 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __)

DEF 14A 1 v147316def14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by R

March 16, 2009 EX-21.1

SUBSIDIARIES OF STAMFORD INDUSTRIAL GROUP, INC.

Exhibit 21.1 SUBSIDIARIES OF STAMFORD INDUSTRIAL GROUP, INC. Company Jurisdiction Of Formation (type of entity if other than corporation) Concord Steel, Inc. Delaware CRC Wilmington Acquisition, LLC Delaware (Limited Liability Company) 1451 Buena Vista Avenue, LLC Delaware (Limited Liability Company)

March 16, 2009 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-25781 STAMFORD INDUSTRIAL GROUP,

March 16, 2009 EX-99.1

Reconciliation of GAAP EPS to Non-GAAP EPS December 31, 2008 (unaudited) Three Months Ended (unaudited) (in millions) (per share Diluted) Net loss - Diluted EPS $ (1.1 ) $ (0.13 ) Deferred stock compensation expense (0.3 ) (0.04 ) Depreciation and am

Exhibit 99.1 FOR IMMEDIATE RELEASE STAMFORD INDUSTRIAL GROUP ANNOUNCES RESULTS FOR THE FOURTH QUARTER AND YEAR ENDED DECEMBER 31, 2008 · Full year Revenues of $142.9 million; Up 29% from 2007 · Full year Diluted Earnings Per Share of $4.31; $1.34 Per Share Before Non-Cash Items · Completes one-for-five reverse stock split effective February 20th, 2009 · New stock ticker symbol SIDG.PK Stamford, CT

March 16, 2009 8-K

Results of Operations and Financial Condition, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 16, 2009 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission File Nu

February 24, 2009 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 20, 2009 Stamford Industrial Group, Inc

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 20, 2009 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission File

February 24, 2009 EX-3.1

CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION STAMFORD INDUSTRIAL GROUP, INC.

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF STAMFORD INDUSTRIAL GROUP, INC. The undersigned, Jonathan LaBarre, hereby certifies that: 1. He is the Chief Financial Officer, Treasurer and Secretary of Stamford Industrial Group, Inc., a Delaware corporation (the “Corporation”), the original Certificate of Incorporation of which was filed with the Secre

January 29, 2009 EX-99.1

STAMFORD INDUSTRIAL GROUP’S BOARD OF DIRECTORS ELECTS ONE-TO-FIVE REVERSE STOCK SPLIT

Exhibit 99.1 FOR IMMEDIATE RELEASE STAMFORD INDUSTRIAL GROUP’S BOARD OF DIRECTORS ELECTS ONE-TO-FIVE REVERSE STOCK SPLIT Stamford, CT, January 29, 2009 — Stamford Industrial Group, Inc. (OTC: STMF.PK. “SIG” or the “Company”), today announced that the Company’s Board of Directors elected to implement a reverse stock split of SIG’s outstanding shares of common stock at an exchange ratio of one-to-fi

January 29, 2009 8-K

Other Events, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 29, 2009 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission File

January 26, 2009 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* STAMFORD INDUSTRIAL GROUP, INC. Name of Issuer) Common Stock, $.0001 Par Value Per Share (Title of Class

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* STAMFORD INDUSTRIAL GROUP, INC. Name of Issuer) Common Stock, $.0001 Par Value Per Share (Title of Class of Securities) 64107U101 (CUSIP Number) December 31, 2008 (Date of Event which Requires Filing of this Statement) Check the appropriate box to design

November 10, 2008 EX-99.1

Reconciliation of GAAP EPS to Non-GAAP EPS (unaudited) 2008 Projected ( in millions) (per share Diluted) Net income - Diluted EPS $ 41.4 to 42.8 $ 0.86 - 0.89 Deferred stock compensation expense 0.7 0.02 Depreciation and amortization expense 2.2 0.04

FOR IMMEDIATE RELEASE STAMFORD INDUSTRIAL GROUP ANNOUNCES RESULTS FOR THE THIRD QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 2008 · Revenues of $41.

November 10, 2008 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2008 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000-25781 STA

November 10, 2008 8-K

Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2008 Stamford Industrial Group, In

Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2008 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-25781 (Commission File Number) 4

September 24, 2008 EX-99.1

Exhibit 99.1

Exhibit 99.1

September 24, 2008 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 24, 2008 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation)

August 11, 2008 8-K

Results of Operations and Financial Condition, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 11, 2008 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission File N

August 11, 2008 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2008 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000-25781 STAMFORD

August 11, 2008 EX-99.1

Reconciliation of GAAP EPS to Non-GAAP EPS June 30, 2008 (unaudited) Three Months Ended (unaudited) (in millions) (per share Diluted) Net income - Diluted EPS $ 36.6 $ 0.76 Deferred stock compensation expense 0.2 - Depreciation and amortization expen

FOR IMMEDIATE RELEASE STAMFORD INDUSTRIAL GROUP ANNOUNCES RESULTS FOR THE SECOND QUARTER AND SIX MONTHS ENDED JUNE 30, 2008 · Revenues of $42.

July 9, 2008 EX-16.1

EX-16.1

July 9, 2008 8-K/A

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 2008 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of

July 1, 2008 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 2008 Stamford Industrial

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 2008 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Comm

May 12, 2008 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2008 OR ¨ TRANSITION REPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2008 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000-25781 STAMFOR

May 12, 2008 EX-99.1

Reconciliation of GAAP EPS to Non-GAAP EPS March 31, 2008 (unaudited) Three Months Ended (unaudited) (in millions) (per share Diluted) Net income - Diluted EPS $ 1.4 $ 0.03 Deferred stock compensation expense 0.2 0.01 Depreciation and amortization ex

Exhibit 99.1 FOR IMMEDIATE RELEASE STAMFORD INDUSTRIAL GROUP ANNOUNCES RECORD REVENUES AND EARNINGS FOR THE FIRST QUARTER 2008 · Record Revenues of $32.7 Million; up 17.2% from 2007 · Net income rises 75.0% to $1.4 million as compared to $0.8 million in 2007 · Diluted Earnings Per Share of $0.03; $0.05 Per Share Before Non-Cash Items · Full year revenue guidance increased to $125 to $135 million S

May 12, 2008 8-K

Results of Operations and Financial Condition, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 12, 2008 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission File Numb

April 25, 2008 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitiv

April 11, 2008 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitiv

March 17, 2008 EX-21.1

SUBSIDIARIES OF STAMFORD INDUSTRIAL GROUP, INC.

Exhibit 21.1 SUBSIDIARIES OF STAMFORD INDUSTRIAL GROUP, INC. Company Jurisdiction Of Formation (type of entity if other than corporation) Concord Steel, Inc. Delaware CRC Wilmington Acquisition, LLC Delaware (Limited Liability Company) 1451 Buena Vista Avenue, LLC Delaware (Limited Liability Company)

March 17, 2008 EX-10.13

SECOND AMENDMENT AGREEMENT

SECOND AMENDMENT AGREEMENT This SECOND AMENDMENT AGREEMENT (this “Amendment”) is made as of the 13th day of March, 2008 among: (a) CONCORD STEEL, INC.

March 17, 2008 EX-10.35

STANFORD INDUSTRIAL GROUP, INC. 2007 STOCK INCENTIVE PLAN STOCK BONUS AWARD AGREEMENT

Exhibit 10.35 STANFORD INDUSTRIAL GROUP, INC. 2007 STOCK INCENTIVE PLAN STOCK BONUS AWARD AGREEMENT STOCK BONUS AWARD AGREEMENT (the “Agreement”) made as of this <> day of <>, <>, by and between Stamford Industrial Group, Inc., a Delaware corporation, having its principal office at One Landmark Square, 22nd Floor, Stamford, Connecticut 06901 (the “Company”), and <> <>, an individual residing in <>

March 17, 2008 EX-10.36

INDEMNIFICATION AGREEMENT

Exhibit 10.36 INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is made as of , 2008 by and between Stamford Industrial Group, Inc., a Delaware corporation (the "Company"), and ("Indemnitee"). RECITALS WHEREAS, it is essential to the Company and its stockholders to attract and retain highly qualified and capable directors; WHEREAS, the Certificate of Incorporation of the Compa

March 17, 2008 EX-99.1

Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow (in thousands - unaudited) Three Months Ended December 31, 2007 Net cash provided by operating activities $ 5,324 Less: Capital expenditures - One-time Infrastructure $ (30

Exhibit 99.1 FOR IMMEDIATE RELEASE STAMFORD INDUSTRIAL GROUP ANNOUNCES RECORD REVENUES FOR 2007 · Full Year Revenues of $110.7 Million; Up 29% From 2006 · Full Year Diluted Earnings Per Share of $0.06; $0.14 Per Share Before Non-Cash Items Stamford, CT, March 17, 2008 — Stamford Industrial Group, Inc. (OTC: STMF.PK. “SIG” or the “Company”), announced today financial results for the fourth quarter

March 17, 2008 8-K

Results of Operations and Financial Condition, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 17, 2008 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission File Nu

March 17, 2008 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2007 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-25781 STAMFORD INDUSTRIAL GROUP,

March 17, 2008 EX-10.34

STANFORD INDUSTRIAL GROUP, INC. 2007 STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT

Exhibit 10.34 STANFORD INDUSTRIAL GROUP, INC. 2007 STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT (the “Agreement”) made as of this <> day of <>, <>, by and between Stanford Industrial Group, Inc., a Delaware corporation, having its principal office at One Landmark Square, 22nd Floor, Stamford, Connecticut 06901 (the “Company”), and <> <>, an individual residing in <> (the “Opt

February 12, 2008 8-A12G/A

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-A/A Amendment No. 4 For Registration of Certain Classes of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 STAMFORD INDUSTRIAL GROUP, INC. (Exact name

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-A/A Amendment No. 4 For Registration of Certain Classes of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 STAMFORD INDUSTRIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 41-1844584 (State of incorporation or organization) (I.R.S Employer Identification No.) One Landm

February 12, 2008 EX-99.1

Reconciliation of GAAP EPS to Non-GAAP EPS For The Twelve Months Ended December 31, 2007 (unaudited) (per share Diluted) 2007 Net income / Diluted EPS $ 0.03 - $ 0.05 Deferred stock compensation expense $ 0.06 Depreciation and amortization expense 0.

FOR IMMEDIATE RELEASE Stamford Industrial Group Provides Business Outlook Update · Anticipates 2007 Revenue Growth of 30% · Announces Intent to Seek Stockholder Approval for Reverse Stock Split In Connection with AMEX Listing · Amends Rights Agreement to Protect NOL’s Stamford, CT, February 11, 2008 —Stamford Industrial Group, Inc.

February 12, 2008 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Material Modification to Rights of Security Holders, Entry into a Material Definitive Agreement, Results of Operations and Financial Condition, Financial Statements and Exhibits

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2008 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-25781 (Commission F

February 12, 2008 EX-4.1

AMENDMENT NO. 4 TO RIGHTS AGREEMENT

AMENDMENT NO. 4 TO RIGHTS AGREEMENT This Amendment No. 4, dated February 11, 2008 (the “Amendment”), by and between Stamford Industrial Group, Inc. (formerly, Net Perceptions, Inc.) a Delaware corporation (the “Company”) with its principal executive offices at One Landmark Square, 21st Floor, Stamford, Connecticut 06901, and American Stock Transfer & Trust Company (the “Rights Agent”), a New York

January 3, 2008 8-K

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 27, 2007 Stamford Industr

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 27, 2007 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (C

January 3, 2008 EX-10.3

Deferred Compensation Agreement Stamford Industrial Group with Albert W. Weggeman

Deferred Compensation Agreement Stamford Industrial Group with Albert W. Weggeman Deferred Compensation Agreement dated as of December 27, 2007, between Stamford Industrial Group, Inc., a Delaware corporation (the “Company”) and Albert W. Weggeman (the "Participant"). Whereas, the Participant is the Chief Executive Officer of the Company and a key employee of the Company; Whereas, the Company desi

January 3, 2008 EX-10.2

STAMFORD INDUSTRIAL GROUP, INC. 2007 STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT ALBERT W. WEGGEMAN

STAMFORD INDUSTRIAL GROUP, INC. 2007 STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT ALBERT W. WEGGEMAN STOCK OPTION AGREEMENT (the “Agreement”) made as of this 27th day of December, 2007, by and between Stamford Industrial Group, Inc., a Delaware corporation, having its principal office at One Landmark Square, 21st Floor, Stamford, Connecticut 06901 (the “Company”), and Albert W. Weggeman, an individ

January 3, 2008 EX-10.1

STAMFORD INDUSTRIAL GROUP, INC. 2007 STOCK INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT

STAMFORD INDUSTRIAL GROUP, INC. 2007 STOCK INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) made as of this 27th day of December, 2007, by and between Stamford Industrial Group, Inc., a Delaware corporation, having its principal office at One Landmark Square, 21st Floor, Stamford, Connecticut 06901 (the “Company”), and Albert W. Weggeman, an indivi

January 3, 2008 EX-10.4

STAMFORD INDUSTRIAL GROUP, INC. 2007 STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT JONATHAN LABARRE

STAMFORD INDUSTRIAL GROUP, INC. 2007 STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT JONATHAN LABARRE STOCK OPTION AGREEMENT (the “Agreement”) made as of this 27th day of December, 2007, by and between Stamford Industrial Group, Inc., a Delaware corporation, having its principal office at One Landmark Square, 21st Floor, Stamford, Connecticut 06901 (the “Company”), and Jonathan LaBarre, an individual

November 7, 2007 EX-99.1

Reconciliation of Net Cash used in Operating Activities to Free Cash Flow (in thousands - unaudited) Three Months Ended September 30, 2007 Net cash used in operating activities $ (146 ) Less: Capital expenditures $ (2,495 ) Free Cash flow $ (2,641 )

Exhibit 99.1 FOR IMMEDIATE RELEASE STAMFORD INDUSTRIAL GROUP, INC. REPORTS THIRD QUARTER AND NINE MONTH RESULTS · Third Quarter 2007 Revenues Up 27.6% vs. Third Quarter 2006 · Third Quarter 2007 Margin Increased 2.6 percentage points vs. Second Quarter 2007 Stamford, CT, November 7, 2007 — Stamford Industrial Group, Inc. (OTC: STMF.PK), announced today financial results for the third quarter and n

November 7, 2007 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 7, 2007 Stamford Industrial Group, Inc.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 7, 2007 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission File

November 7, 2007 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2007 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to .

September 13, 2007 EX-99.1

Stamford Industrial Group, Inc. To Change Stock Ticker Symbol

Stamford Industrial Group, Inc. To Change Stock Ticker Symbol Stamford, CT, September 12, 2007 - Stamford Industrial Group, Inc. (OTC: STMF.PK), (f/k/a Net Perceptions, Inc.) today announced that its stock ticker symbol on the OTC Pink Sheets Electronic Quotation Service will be changed from “NETP.PK” to “STMF.PK” effective at the commencement of trading on September 13, 2007. For further informat

September 13, 2007 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 12, 2007 Stamford Industrial Group, In

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 12, 2007 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission Fil

August 16, 2007 8-K/A

Results of Operations and Financial Condition

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 14, 2007 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation

August 14, 2007 8-K

Results of Operations and Financial Condition, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 14, 2007 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission File N

August 14, 2007 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2007 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to .

August 14, 2007 EX-99.1

Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow (in thousands - unaudited) Three Months Ended June 30, 2007 Net cash provided by operating activities $ 1,522 Less: Capital expenditures $ (1,658 ) Free Cash flow $ (136 )

FOR IMMEDIATE RELEASE STAMFORD INDUSTRIAL GROUP, INC. REPORTS SECOND QUARTER AND SIX MONTH RESULTS Stamford, CT, August 14, 2007 — Stamford Industrial Group, Inc. (OTC: NETP.PK), (f/k/a Net Perceptions, Inc.) announced today financial results for the second quarter and six months ended June 30, 2007. The Company recently redeployed its assets with its October 3, 2006, acquisition of Concord Steel,

July 26, 2007 S-1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 STAMFORD INDUSTRIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 41-1844584 (State or Ot

As filed with the Securities and Exchange Commission on July 26, 2007 Registration No.

June 27, 2007 EX-99.1

Net Perceptions, Inc. Changes Name to Stamford Industrial Group, Inc.

Exhibit 99.1 FOR IMMEDIATE RELEASE Net Perceptions, Inc. Changes Name to Stamford Industrial Group, Inc. STAMFORD, Conn., June 27, 2007 - Stamford Industrial Group, Inc. (OTC: NETP.PK), is pleased to announce that it has changed its name from Net Perceptions, Inc. to Stamford Industrial Group, Inc. The name change was approved at the Company’s 2007 Annual Meeting of Stockholders held on June 21, 2

June 27, 2007 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 21, 2007 Net Perceptions, Inc. (Exact name

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 21, 2007 Net Perceptions, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission File Number) (IRS

May 11, 2007 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitiv

May 10, 2007 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 10, 2007 Net Perceptions, Inc. (Exact name o

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 10, 2007 Net Perceptions, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission File Number) (IRS E

May 10, 2007 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2007 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to .

May 10, 2007 EX-99.1

Reconciliation of Net Cash Used in Operating Activities to Free Cash Flow (in thousands - unaudited) Three Months Ended March 31, 2007 Net cash used in operating activities $ (793 ) Less: Capital expenditures $ (666 ) Free Cash flow $ (1,459 )

Exhibit 99.1 FOR IMMEDIATE RELEASE NET PERCEPTIONS, INC. REPORTS FIRST QUARTER RESULTS Stamford, CT, May 10, 2007 — Net Perceptions, Inc. (OTC: NETP.PK), which recently redeployed its assets with its October 3, 2006 acquisition of Concord Steel, announced today financial results for the first quarter ended March 31, 2007. Because the Company had no operations at the time of the Concord Steel acqui

April 30, 2007 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2006 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-25781 NET PE

April 30, 2007 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ]

April 2, 2007 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2006 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-25781 NET PERCEPTIONS, INC. (Exa

April 2, 2007 EX-21.1

SUBSIDIARIES OF NET PERCEPTIONS, INC. Company Jurisdiction Of Formation (type of entity if other than corporation) SIG Acquisition Corp. Delaware CRC Wilmington Acquisition, LLC Delaware (Limited Liability Company) 1451 Buena Vista Avenue, LLC Delawa

Exhibit 21.1 SUBSIDIARIES OF NET PERCEPTIONS, INC. Company Jurisdiction Of Formation (type of entity if other than corporation) SIG Acquisition Corp. Delaware CRC Wilmington Acquisition, LLC Delaware (Limited Liability Company) 1451 Buena Vista Avenue, LLC Delaware (Limited Liability Company)

April 2, 2007 EX-10.32

EX-10.32

March 29, 2007 EX-99.1

NET PERCEPTIONS, INC. REPORTS FOURTH QUARTER RESULTS

FOR IMMEDIATE RELEASE NET PERCEPTIONS, INC. REPORTS FOURTH QUARTER RESULTS Stamford, CT, March 29, 2007 — Net Perceptions, Inc. (OTC: NETP.PK), which recently redeployed its assets with its October 3, 2006 acquisition of Concord Steel, announced today financial results for the fourth quarter and year ended December 31, 2006. Because the Company had no operations at the time of the Concord Steel ac

March 29, 2007 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 29, 2007 Net Perceptions, Inc. (Exact name

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 29, 2007 Net Perceptions, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission File Number) (IRS

December 18, 2006 EX-99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The unaudited pro forma condensed combined financial information for the periods indicated below show the effect of Net Perceptions, Inc.’s (“Net Perceptions”) acquisition from CRC Acquisition Co., LLC of certain of its assets comprising the business of Concord Steel (“Concord Steel”) completed on October 3, 2006, for $45.3

December 18, 2006 8-K/A

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 3, 2006 Net Perceptions, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission

December 18, 2006 EX-99.1

INDEPENDENT AUDITOR’S REPORT

Exhibit 99.1 INDEPENDENT AUDITOR’S REPORT To the Members CRC Acquisition Co., LLC (d/b/a Concord Steel) Warwick, Rhode Island We have audited the accompanying balance sheets of CRC Acquisition Co., LLC (d/b/a Concord Steel) as of December 31, 2005 and 2004, and the related statements of operations and members’ equity, and cash flows for each of the three years in the period ended December 31, 2005

December 12, 2006 EX-10.1

Resignation and Severance Agreement and General Release

Resignation and Severance Agreement and General Release Resignation and Severance Agreement and General Release (the "Agreement") made and executed as of December , 2006, by and between Net Perceptions, Inc.

December 12, 2006 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11 , 2006 Net Perceptions, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commissio

December 6, 2006 8-K

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 30, 2006 Net Perceptions, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission

December 5, 2006 EX-10.1

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the "Agreement"), dated as of December 1, 2006 (the “Commencement Date”) between Net Perceptions, Inc.

December 5, 2006 EX-99.1

December 4, 2006

News Release December 4, 2006 Net Perceptions Appoints Jonathan LaBarre as Chief Financial Officer Net Perceptions Incorporated (OTC:NETP.

December 5, 2006 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 1, 2006 Net Perceptions,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 1, 2006 Net Perceptions, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission F

November 14, 2006 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2006 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to .

November 14, 2006 EX-99.1

Net Perceptions, Inc. Announces Third Quarter 2006 Results — Concord Steel Purchased on October 3, 2006 —

Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT Albert W. Weggeman, Jr. President and Chief Executive Officer Net Perceptions, Inc. (203) 428-2040 Net Perceptions, Inc. Announces Third Quarter 2006 Results — Concord Steel Purchased on October 3, 2006 — STAMFORD, CONNECTICUT — November 14, 2006 — Net Perceptions, Inc. (OTC:NETP) today announced financial results for the quarter ended September 30, 2006.

November 14, 2006 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 14, 2006 Net Perceptions, Inc. (Exact n

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 14, 2006 Net Perceptions, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission File Number) (

October 27, 2006 8-K/A

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2006 Net Perceptions, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commissio

October 27, 2006 EX-16.1

PricewaterhouseCoopers, LLP 214 Tryon Street, Suite 3600 Charlotte, NC 28202

PricewaterhouseCoopers, LLP 214 Tryon Street, Suite 3600 Charlotte, NC 28202 October 23, 2006 Securities and Exchange Commission 100 F Street, N.

October 17, 2006 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2006 Net Perceptions,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2006 Net Perceptions, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission

October 17, 2006 EX-10.1

Net Perceptions, Inc. Lock-Up Agreement

Net Perceptions, Inc. Lock-Up Agreement October 3, 2006 Net Perceptions, Inc. One Landmark Square, 22nd Floor Stamford, Connecticut 06901 Re: Net Perceptions, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned, , (insert name), a (insert title) of Net Perceptions, Inc., a Delaware corporation (the “Company”), in recognition of the benefit that this agreement will confer upon the Compan

October 11, 2006 SC 13D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. __)* Net Perceptions, Inc. (Name of Issuer) Common Stock, $0.0001 Par Value (Title of Class of Securities) 6

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Net Perceptions, Inc. (Name of Issuer) Common Stock, $0.0001 Par Value (Title of Class of Securities) 64107U 10 1 (CUSIP Number) CRC Acquisition Co. LLC Attn: Brendan P. VanDeventer c/o Riparian Partners, Ltd. 2400 Financial Plaza Providence, RI 02903-242

October 10, 2006 EX-10.11

Net Perceptions, Inc. One Landmark Square, 22nd Floor Stamford, CT 06901 Tel. (203) 428.2040 October 3, 2006

EXHIBIT I TO EXHIBIT C TO ASSET PURCHASE AGREEMENT Net Perceptions, Inc. One Landmark Square, 22nd Floor Stamford, CT 06901 Tel. (203) 428.2040 October 3, 2006 CRC Acquisition Co. LLC c/o Riparian Partners, Ltd. 2400 Financial Plaza Providence, Rhode Island 02903 Attn: Brendan VanDeventer Re: Asset Purchase Agreement dated as of September 22, 2006, among CRC Acquisition Co. LLC, Net Perceptions, I

October 10, 2006 EX-10.9

STOCK PURCHASE AGREEMENT

EXHIBIT C TO ASSET PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT October 3, 2006 Net Perceptions, Inc.

October 10, 2006 EX-10.12

ESCROW AGREEMENT

EXHIBIT B TO ASSET PURCHASE AGREEMENT ESCROW AGREEMENT This ESCROW AGREEMENT (this “Agreement”), is made as of the 3rd day of October, 2006, among CRC ACQUISITION CO.

October 10, 2006 EX-10.3

FORM OF REVOLVING CREDIT NOTE $ __________________________ October 3, 2006

Exhibit 10.3 FORM OF REVOLVING CREDIT NOTE $ October 3, 2006 FOR VALUE RECEIVED, the undersigned, SIG ACQUISITION CORP., a Delaware corporation (“Borrower”), promises to pay, on the Termination Date, as defined in the Credit Agreement (as hereinafter defined), to the order of (“Lender”) at the main office of LaSalle Bank National Association, as Administrative Agent, as hereinafter defined, at 135

October 10, 2006 EX-10.7

EMPLOYMENT AGREEMENT

Exhibit G to Asset Purchase Agreement EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the “Agreement”), dated as of October 3, 2006, between Net Perceptions, Inc.

October 10, 2006 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 3, 2006 Net Perceptions, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 3, 2006 Net Perceptions, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission Fi

October 10, 2006 EX-10.4

FORM OF TERM NOTE $ __________________________ October 3, 2006

Exhibit 10.4 FORM OF TERM NOTE $ October 3, 2006 FOR VALUE RECEIVED, the undersigned, SIG ACQUISITION CORP., a Delaware corporation (“Borrower”) promises to pay to the order of [] (“Lender”) at the main office of LaSalle Bank National Association, as Administrative Agent, as hereinafter defined, at 135 South LaSalle Street, Chicago, Illinois 60603, the principal sum of DOLLARS in lawful money of t

October 10, 2006 EX-10.2

GUARANTY AND COLLATERAL AGREEMENT dated as of October 3, 2006 NET PERCEPTIONS, INC., SIG ACQUISITION CORP. THE OTHER PARTIES HERETO, as Grantors, LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent

GUARANTY AND COLLATERAL AGREEMENT dated as of October 3, 2006 among NET PERCEPTIONS, INC.

October 10, 2006 EX-10.13

Stock Option Agreement Net Perceptions, Inc. Albert W. Weggeman

Stock Option Agreement Net Perceptions, Inc. with Albert W. Weggeman Stock Option Agreement (the “Agreement”) made as of this 3rd day of October, 2006, by and between Net Perceptions, Inc., a Delaware corporation, having its principal office at One Landmark Square, 22nd Floor, Stamford, Connecticut 06901 (the “Company”), and Albert W. Weggeman, an individual residing at the address set forth on th

October 10, 2006 EX-10.6

FORM OF SWING LINE NOTE $ __________________________ October 3, 2006

Exhibit 10.6 FORM OF SWING LINE NOTE $ October 3, 2006 FOR VALUE RECEIVED, the undersigned, SIG ACQUISITION CORP., a Delaware corporation (“Borrower”), promises to pay to the order of LaSalle Bank National Association (“Swing Line Lender”) at the main office of LaSalle Bank National Association, as Administrative Agent, as hereinafter defined, at 135 South LaSalle Street, Chicago, Illinois 60603,

October 10, 2006 EX-10.1

CREDIT AGREEMENT SIG ACQUISITION CORP., as Borrower THE LENDERS PARTY HERETO, as Lenders LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent dated as of October 3, 2006 LASALLE BANK NATIONAL ASSOCIATION, as Lead Arranger

CREDIT AGREEMENT among SIG ACQUISITION CORP., as Borrower THE LENDERS PARTY HERETO, as Lenders and LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent dated as of October 3, 2006 LASALLE BANK NATIONAL ASSOCIATION, as Lead Arranger TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 1 Section 1.1. Definitions 1 Section 1.2. Other Interpretive Provisions 25 ARTICLE II. COMMITMENTS OF THE LENDERS; B

October 10, 2006 EX-10.5

FORM OF CAPEX NOTE $ __________________________ October 3, 2006

Exhibit 10.5 FORM OF CAPEX NOTE $ October 3, 2006 FOR VALUE RECEIVED, the undersigned, SIG ACQUISITION CORP., a Delaware corporation (“Borrower”) promises to pay to the order of [] (“Lender”) at the main office of LaSalle Bank National Association, as Administrative Agent, as hereinafter defined, at 135 South LaSalle Street, Chicago, Illinois 60603, the principal sum of DOLLARS or the aggregate un

October 10, 2006 EX-10.10

EQUITYHOLDER REGISTRATION RIGHTS AGREEMENT

EXHIBIT II TO EXHIBIT C TO ASSET PURCHASE AGREEMENT EQUITYHOLDER REGISTRATION RIGHTS AGREEMENT This Equityholder Registration Rights Agreement (this “Agreement”) is entered into as of October 3, 2006 by and between NET PERCEPTIONS, INC.

October 10, 2006 EX-10.8

ASSET PURCHASE AGREEMENT by and among CRC ACQUISITION CO. LLC, NET PERCEPTIONS, INC., SIG ACQUISITION CORP. Dated as of September 22, 2006 TABLE OF CONTENTS

ASSET PURCHASE AGREEMENT by and among CRC ACQUISITION CO. LLC, NET PERCEPTIONS, INC., and SIG ACQUISITION CORP. Dated as of September 22, 2006 TABLE OF CONTENTS Section Page 1. DEFINITIONS 1 2. PURCHASE AND ASSIGNMENT OF ASSETS OF SELLER 12 2.1. Assets Purchased 12 2.2. Retained Assets 13 2.3. Purchase Price and Costs 14 2.4. Closing and Post-Closing Adjustment 15 3. ASSUMPTION OF LIABILITIES 17 3

October 2, 2006 8-A12G/A

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-A/A Amendment No. 3 For Registration of Certain Classes of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 NET PERCEPTIONS, INC. (Exact name of regist

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-A/A Amendment No. 3 For Registration of Certain Classes of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 NET PERCEPTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 41-1844584 (State of incorporation or organization) (I.R.S Employer Identification No.) One Landmark Square

September 28, 2006 EX-4.1

AMENDMENT NO. 3 TO RIGHTS AGREEMENT

AMENDMENT NO. 3 TO RIGHTS AGREEMENT This AMENDMENT NO. 3 to RIGHTS AGREEMENT (this “Amendment”) is being entered into as of September 22, 2006, between Net Perceptions, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, N.A., as rights agent (the “Rights Agent”). The Company and the Rights Agent are parties to a Rights Agreement, dated as of June 1, 2001, as amended by Amendments

September 28, 2006 EX-10.2

KANDERS & COMPANY, INC. One Landmark Square, 22nd Floor Stamford, Connecticut 06901 September 22, 2006

KANDERS & COMPANY, INC. One Landmark Square, 22nd Floor Stamford, Connecticut 06901 September 22, 2006 Net Perceptions, Inc. One Landmark Square, 22nd floor Stamford, Connecticut 06901 Dear Sirs: We are pleased to set forth in this agreement (the “Agreement”) the terms of the retention of Kanders & Company, Inc. (the “Consultant”) by Net Perceptions, Inc. and its affiliates and subsidiaries (colle

September 28, 2006 EX-10.5

NET PERCEPTIONS, INC. RESTRICTED STOCK AWARD AGREEMENT NICHOLAS SOKOLOW

NET PERCEPTIONS, INC. RESTRICTED STOCK AWARD AGREEMENT NICHOLAS SOKOLOW RESTRICTED STOCK AWARD AGREEMENT (the "Agreement") made as of this 22nd day of September, 2006, by and between Net Perceptions, Inc., a Delaware corporation, having its principal office at One Landmark Square, 22nd Floor, Stamford, Connecticut 06901(the "Company"), and Nicholas Sokolow, an individual residing c/o Sokolow, Corr

September 28, 2006 EX-10.1

EQUITY COMPENSATION AGREEMENT

EQUITY COMPENSATION AGREEMENT This Equity Compensation Agreement (this “Agreement”) is entered into as of September 22, 2006 by and between NET PERCEPTIONS, INC.

September 28, 2006 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Material Modification to Rights of Security Holders, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 22, 2006 Net Perceptions, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission

September 28, 2006 EX-10.3

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the "Agreement"), dated as of September 22, 2006 between Net Perceptions, Inc.

September 28, 2006 EX-10.4

NET PERCEPTIONS, INC. RESTRICTED STOCK AWARD AGREEMENT DAVID A. JONES

NET PERCEPTIONS, INC. RESTRICTED STOCK AWARD AGREEMENT DAVID A. JONES RESTRICTED STOCK AWARD AGREEMENT (the "Agreement") made as of this 22nd day of September, 2006, by and between Net Perceptions, Inc., a Delaware corporation, having its principal office at One Landmark Square, 22nd Floor, Stamford, Connecticut 06901(the "Company"), and David A. Jones, an individual residing at 104 Ramhorne Road,

August 9, 2006 EX-99.1

Net Perceptions, Inc. Announces Second Quarter 2006 Results

FOR IMMEDIATE RELEASE CONTACT Nigel Ekern Chief Administrative Officer Net Perceptions, Inc.

August 9, 2006 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) August 8, 2006 Net Perceptions, Inc. (Exact name

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) August 8, 2006 Net Perceptions, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission File Number) (IRS

August 9, 2006 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2006 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to .

May 16, 2006 EX-99.1

Net Perceptions, Inc. Announces First Quarter 2006 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT Nigel Ekern Chief Administrative Officer Net Perceptions, Inc. (203) 428-2040 [email protected] Net Perceptions, Inc. Announces First Quarter 2006 Results STAMFORD, CONNECTICUT — May 15, 2006 — Net Perceptions, Inc. (OTC:NETP.PK) today announced financial results for the quarter ended March 31, 2006. Net Perceptions reported $19,000 in royalty revenues f

May 16, 2006 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 15, 2006 Net Perceptions, Inc. (Exact name o

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 15, 2006 Net Perceptions, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission File Number) (IRS E

May 15, 2006 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2006 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to .

May 4, 2006 EX-10.1

Employment Agreement Net Perceptions, Inc., with Nigel P. Ekern

Employment Agreement Net Perceptions, Inc., with Nigel P. Ekern This Employment Agreement (the "Agreement"), dated as of January 1, 2006, is entered into between Net Perceptions, Inc., a Delaware corporation (the "Company") and Nigel P. Ekern (the "Employee"). WITNESSETH: Whereas, the Company desires to employ the Employee and to be assured of his services on the terms and conditions hereinafter s

May 4, 2006 8-K

United States Securities and Exchange Commission Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 1, 2006 Net Perceptions, Inc.

United States Securities and Exchange Commission Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 1, 2006 Net Perceptions, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission File N

May 1, 2006 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive

March 31, 2006 EX-99.1

Net Perceptions, Inc. Announces 2005 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT Nigel Ekern Chief Administrative Officer Net Perceptions, Inc. (203) 428-2040 [email protected] Net Perceptions, Inc. Announces 2005 Results STAMFORD, CONNECTICUT — March 31, 2006 — Net Perceptions, Inc. (OTC:NETP.PK) today announced financial results for the quarter and fiscal year ended December 31, 2005. Net Perceptions reported $59,000 in revenues fo

March 31, 2006 8-K

Results of Operations and Financial Condition, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 31, 2006 Net Perceptions, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission File Number) (IRS

March 31, 2006 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2005 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-25781 NET PERCEPTIONS, INC. (Exa

November 9, 2005 EX-10.1

NET PERCEPTIONS, INC. 1999 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT

NET PERCEPTIONS, INC. 1999 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT (the “Agreement”) made as of this «numberdate» day of «month», «year», by and between Net Perceptions, Inc., a Delaware corporation, having its principal office at One Landmark Square, 22nd Floor, Stamford, Connecticut 06901 (the “Company”), and «FirstName»«LastName», an individual residing in «citystate

November 9, 2005 EX-99.1

Net Perceptions, Inc. Announces Third Quarter 2005 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT Nigel Ekern Chief Administrative Officer Net Perceptions, Inc. (203) 428-2040 [email protected] Net Perceptions, Inc. Announces Third Quarter 2005 Results STAMFORD, CONNECTICUT —November 9, 2005 — Net Perceptions, Inc. (OTC:NETP) today announced financial results for the quarter ended September 30, 2005. Net Perceptions reported $17,000 in royalty revenu

November 9, 2005 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2005 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to .

November 9, 2005 EX-10.2

NET PERCEPTIONS, INC. 2000 STOCK PLAN STOCK OPTION AGREEMENT

NET PERCEPTIONS, INC. 2000 STOCK PLAN STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT (the "Agreement") made as of this «numberdate» day of «month», «year», by and between Net Perceptions, Inc., a Delaware corporation, having its principal office at One Landmark Square, 22nd Floor, Stamford, Connecticut 06901 (the "Company"), and «FirstName»«LastName», an individual residing in «citystate» (the "Opt

November 9, 2005 8-K

Results of Operations and Financial Condition, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 9, 2005 Net Perceptions, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission File Number) (I

May 13, 2005 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 13, 2005 Net Perceptions, Inc. (Exact name o

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 13, 2005 Net Perceptions, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission File Number) (IRS E

May 13, 2005 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2005 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to .

May 13, 2005 EX-99.1

Net Perceptions, Inc. Announces First Quarter 2005 Results

EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT Nigel Ekern Chief Administrative Officer Net Perceptions, Inc. (203) 428-2040 [email protected] Net Perceptions, Inc. Announces First Quarter 2005 Results STAMFORD, CONNECTICUT — May 13, 2005 — Net Perceptions, Inc. (OTC:NETP.PK) today announced financial results for the quarter ended March 31, 2005. Net Perceptions reported $10,000 in royalty revenues f

November 15, 2004 10-Q

FORM 10-Q

================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 - - FORM 10-Q (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO .

September 2, 2004 8-K

FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 1, 2004 - Net Perceptions, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 - - (State or other jurisdiction (Commission File Number

September 2, 2004 EX-99.1

EX-99.1

FOR IMMEDIATE RELEASE CONTACT: NIGEL EKERN (203) 428-2040 NET PERCEPTIONS, INC. ANNOUNCES NASDAQ DELISTING Stamford, Connecticut - September 2, 2004 - Net Perceptions, Inc. (NasdaqSC:NETP) today announced that Nasdaq had notified the Company on September 1, 2004, of the Nasdaq Listing Qualifications Panel's (the "Panel") decision, following a hearing on July 29, 2004, that the Company's securities

August 16, 2004 10-Q

QUARTERLY REPORT

================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 - - FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO .

May 21, 2004 DEF 14A

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by registrant Filed by a party other than the registrant Check the appropriate box: Preliminary proxy statement Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2) Definitive proxy statement Definitive additional materials Soliciting material pursuant to Rule 14a-12 Net Perceptions, Inc.

May 11, 2004 EX-4.9

2% Convertible Subordinated Note

Exhibit 4.9 THIS CONVERTIBLE SUBORDINATED NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS CONVERTIBLE SUBORDINATED NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT. IN ADDITION, THIS CONVERTI

May 11, 2004 EX-10.1

Convertible Note Purchase Agreement

exv10w1 Exhibit 10.1 CONVERTIBLE NOTE PURCHASE AGREEMENT dated as of April 21, 2004 by and among Net Perceptions, Inc., a Delaware corporation, as Issuer and Seller and Olden Acquisition LLC, as Purchaser CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”) dated as of April 21, 2004, by and among Net Perceptions, Inc., a Delaware corporation (the “Seller”), and Olden Acquisition, LLC, a Delawar

May 11, 2004 EX-4.10

Registration Rights Agreement

exv4w10 Exhibit 4.10 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 21, 2004, among Net Perceptions, Inc., a Delaware corporation (the “Company”), and Olden Acquisition LLC, a Delaware limited liability company (the “Purchaser”). WITNESSETH: WHEREAS, the parties hereto are parties to a certain Convertible Note Purchase Agree

May 11, 2004 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

e10vq Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2004 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to .

April 22, 2004 8-A12G/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A AMENDMENT NO. 2 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Item 1. Description of Registrant's Secur

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A AMENDMENT NO. 2 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Net Perceptions, Inc. (Exact name of registrant as specified in its charter) Delaware 41-1844584 (State of Incorporation or Organization) (IRS Employer Identification No.) One Pickwick Plaza,

April 21, 2004 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Item 5. Other Events and Required FD Disclosure. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. NET PERCEPTIONS ANNOUNCES COMPLETION OF STRA

8K Form UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 21, 2004 Date of Report (Date of earliest event reported) NET PERCEPTIONS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-25781 41-1844584 (State or Other Jurisdiction of Incorporation) (Commission

April 13, 2004 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

e10vk Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 13, 2004 EX-21.1

List of Subsidiaries

exv21w1 Exhibit 21.1 Net Perceptions Limited United Kingdom Net Perceptions Limited Hong Kong

April 1, 2004 EX-16

Press Release

exv16 Exhibit 16 FOR IMMEDIATE RELEASE March 31, 2004 Contact: Tom Donnelly President and Chief Financial Officer Net Perceptions, Inc.

April 1, 2004 SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14D-9/A SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 8) Net Perceptions, Inc. (Name of Subject Comp

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14D-9/A SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 8) Net Perceptions, Inc. (Name of Subject Company) Net Perceptions, Inc. (Name of Person(s) Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securit

March 29, 2004 SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14D-9/A SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 7) Net Perceptions, Inc. (Name of Subject Comp

sc14d9za Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 23, 2004 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 23, 2004 Date of Report (Date of earliest event reported) NET PERCEPTIONS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-25781 41-1844584 (State or Other Jurisdiction of Incorporation) (Commission File Nu

March 23, 2004 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

defa14a UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o De

March 22, 2004 SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14D-9/A SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 6) Net Perceptions, Inc. (Name of Subject Comp

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14D-9/A SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 6) Net Perceptions, Inc. (Name of Subject Company) Net Perceptions, Inc. (Name of Person(s) Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securit

March 22, 2004 DEFA14A

SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Contact: Net Perceptions’ Board Rejects Obsidian’s Further Revised Exchange Offer; Urges Stockholders To Vote In Favor of Plan of Liquidation

SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant [ X ] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ X ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-12 NET PERCEPTIONS, INC.

March 22, 2004 EX-15

Press Release

exv15 Exhibit 15 FOR IMMEDIATE RELEASE Contact: Tom Donnelly President and Chief Financial Officer Net Perceptions, Inc.

March 17, 2004 DEFA14A

SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Net Perceptions, Inc. 7700 France Avenue South Edina, MN 55435 YOUR VOTE IS IMPORTANT

SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant [ X ] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ X ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-12 NET PERCEPTIONS, INC.

March 17, 2004 EX-99

EX-99

WAIT! There's an easier way to vote your shares of Net Perceptions, Inc. 24 Hours a Day - 7 Days a Week Vote by Telephone Vote by Internet It's fast, convenient and your vote is immediately It's fast, convenient and your vote is immediately confirmed and posted. confirmed and posted. Go to website: WWW.PROXYVOTE.COM Just follow these three easy steps: Just follow these three easy steps: - - - - -

March 10, 2004 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

defa14a UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o De

March 10, 2004 EX-14

Net Perceptions’ Board Rejects Revised Obsidian Exchange Offer; Urges Stockholders To Vote In Favor of Plan of Liquidation; Court Grants Company’s Motion To Dismiss Blakstad Lawsuit

exv14 Exhibit 14 FOR RELEASE 8:00 AM E.S.T. MARCH 10, 2004 Contact: Tom Donnelly President and Chief Financial Officer Net Perceptions, Inc. 952-842-5400 [email protected] Net Perceptions’ Board Rejects Revised Obsidian Exchange Offer; Urges Stockholders To Vote In Favor of Plan of Liquidation; Court Grants Company’s Motion To Dismiss Blakstad Lawsuit MINNEAPOLIS — Net Perceptions, Inc.

March 10, 2004 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

defa14a UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o De

March 10, 2004 SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14D-9/A SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) Net Perceptions, Inc. (Name of Subject Comp

sc14d9za UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14D-9/A SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) Net Perceptions, Inc. (Name of Subject Company) Net Perceptions, Inc. (Name of Person(s) Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 6410

February 24, 2004 DEFA14A

SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 NET PERCEPTIONS, INC. ANNOUNCES FILING OF SUPPLEMENT TO PROXY STATEMENT Additional Information About the Plan of Liquidation and Where to Find I

Schedule 14A SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant [ X ] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ X ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-12 NET PERCEPTIONS, INC.

February 24, 2004 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

defa14a OMB APPROVAL OMB Number: 3235-0059 Expires: February 28, 2006 Estimated average burden hours per response 12.

February 12, 2004 DEFM14A

SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4)

defm14a SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.

February 6, 2004 PRER14A

SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3)

prer14a SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.

January 29, 2004 PRER14A

SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)

prer14a Table of Contents SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.

January 29, 2004 SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14D-9/A SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) Net Perceptions, Inc. (Name of Subject Comp

sc14d9za UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14D-9/A SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) Net Perceptions, Inc. (Name of Subject Company) Net Perceptions, Inc. (Name of Person(s) Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 6410

January 29, 2004 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive

January 22, 2004 SC 14D9/A

Washington, DC 20549 Thomas M. Donnelly President Net Perceptions, Inc. 7700 France Avenue South Edina, Minnesota 55435 (952) 842-5000 With a copy to: Kent A. Coit, Esq. Skadden, Arps, Slate, Meagher & Flom LLP One Beacon Street Boston, Massachusett

Schedule 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14D-9/A SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.

January 16, 2004 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

defa14a UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o De

January 16, 2004 SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14D-9/A SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) Net Perceptions, Inc. (Name of Subject Comp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14D-9/A SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) Net Perceptions, Inc. (Name of Subject Company) Net Perceptions, Inc. (Name of Person(s) Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 64107U101 (CU

January 6, 2004 PRER14A

SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)

prer14a Table of Contents SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.

December 31, 2003 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive

December 31, 2003 EX-99.1

December 30, 2003

December 30, 2003 Dear Stockholder: As you may be aware, Obsidian Enterprises, Inc.

December 31, 2003 EX-99.2

December 30, 2003

ANNEX A December 30, 2003 Board of Directors Net Perceptions, Inc. 7700 France Avenue South Edina, Minnesota 55435 Members of the Board: You have requested our opinion as to the adequacy, from a financial point of view, to the holders of outstanding shares of common stock (other than Obsidian (as defined below) and any of its affiliates) (the “Stockholders”) of Net Perceptions, Inc., a Delaware co

December 31, 2003 EX-99.8

In December 2000, Thomas M. Donnelly, our Chief Operating Officer, Chief Financial Officer and Secretary, entered into a full recourse secured promissory note and security agreement in favor of the Company in connection with a loan from the Company t

EXHIBIT 8 In December 2000, Thomas M. Donnelly, our Chief Operating Officer, Chief Financial Officer and Secretary, entered into a full recourse secured promissory note and security agreement in favor of the Company in connection with a loan from the Company to Mr. Donnelly of up to $300,000 to be made to Mr. Donnelly solely to pay federal income tax owed by Mr. Donnelly as a result of his exercis

December 31, 2003 SC 14D9

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Net Perceptions, Inc. (Name of Subject Company) Net Perceptions

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Net Perceptions, Inc. (Name of Subject Company) Net Perceptions, Inc. (Name of Person(s) Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 64107U101 (CUSIP Number of Class

November 14, 2003 EX-10.(B)

EX-10(b) Surrender of Lease Agreement

Exhibit 10(b) SURRENDER OF LEASE DATE: September 9, 2003 BETWEEN: 7700 FRANCE AVENUE LLC a Minnesota limited liability company (“Landlord”) AND: NET PERCEPTIONS, INC.

November 14, 2003 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2003 OR o TRANSITION R

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2003 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to . Commission File Num

November 14, 2003 EX-10.(C)

EX-10(c) Surrender and Acceptance Agreement

Exhibit 10(c) SURRENDER AND ACCEPTANCE AGREEMENT 1.0 PARTIES 1.1 THIS AGREEMENT made this 12th day of September, 2003 is between ROSELAND II L.L.C. (“Lessor”) whose address is c/o Mack-Cali Realty Corporation, 11 Commerce Drive, Cranford, New Jersey 07016 and NET PERCEPTIONS, INC. (“Lessee”), with an address at 103 Eisenhower Parkway, Roseland, NJ. 2.0 STATEMENT OF FACTS 2.1 Lessee and Lessor ente

November 14, 2003 EX-10.(A)

EX-10(a) Compensation Agreement

Exhibit 10(a) NET PERCEPTIONS, INC. 7700 France Avenue South Edina, Minnesota 55435 September 24, 2003 Thomas M. Donnelly 6491 Nez Perce Road Chanhassen, Minnesota 55317 RE: Retention/Incentive Bonus Payments Dear Tom: In recognition of the expansion of your duties, and your increasingly critical role in the efforts of Net Perceptions, Inc. (the “Company”) to provide additional value to stockholde

November 4, 2003 PREM14A

SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-12 NET PERCEPTIONS, INC.

September 18, 2003 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendme

SC 13G/A 1 dsc13ga.htm AMENDMENT #1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)1 NET PERCEPTIONS, INC. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class

September 12, 2003 EX-99

Contact: Net Perceptions Announces Settlement of Real Estate Obligations About Net Perceptions

EX-99 3 bos282945.htm EXHIBIT 99.1 Exhibit 99.1 FOR RELEASE 10:30 AM Central Time September 12, 2003 Contact: Tom Donnelly President and Chief Financial Officer Net Perceptions, Inc. 952-842-5400 [email protected] Net Perceptions Announces Settlement of Real Estate Obligations MINNEAPOLIS – Net Perceptions, Inc. (Nasdaq: NETP) today announced that it has entered into lease termination a

September 12, 2003 8-K

Current Report

8-K 1 bos282664.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 12, 2003 Date of Report (Date of earliest event reported) NET PERCEPTIONS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-25781 41-1844584 (State or Other Jurisdiction

September 5, 2003 SC 13D/A

Transaction Date

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Net Perceptions, Inc. (Name of Issuer) Common Stock, $.0001 par value (Title of Class of Securities) 94107u101 (CUSIP Number) Don C. Whitaker Don C. Whitaker, Inc. 23 Beechwood Irvine, CA 92604 949-831-4124 (Name, Address and Telephone Number of Person A

August 14, 2003 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2003 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to . Commission File Number:

August 14, 2003 EX-3.2

EX-3.2 Amended and Restated Bylaws

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF NET PERCEPTIONS, INC. A DELAWARE CORPORATION (hereinafter called the “Corporation”) as amended through August 5, 2003 TABLE OF CONTENTS Page ARTICLE I OFFICES AND RECORDS 4 Section 1.1 Delaware Office 4 Section 1.2 Other Offices 4 Section 1.3 Books and Records 4 ARTICLE II STOCKHOLDERS 4 Section 2.1 Annual Meeting 4 Section 2.2 Place of Meeting 4 Section

August 6, 2003 EX-99

Tom Donnelly

Ex-99 Exhibit 99.1 FOR RELEASE 8 a.m. Central Time August 6, 2003 Contact: Tom Donnelly Chief Financial Officer Net Perceptions, Inc. 952-842-5400 [email protected] Net Perceptions Announces $1.50 Per Share Cash Distribution and Further Headcount Reduction MINNEAPOLIS — Net Perceptions, Inc. (Nasdaq: NETP) today announced that its board of directors has unanimously approved a cash distr

August 6, 2003 8-K

FORM 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 6, 2003 (Date of earliest event reported) NET PERCEPTIONS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-25781 41-1844584 (State or Other Jurisdiction of Incorporation) (Commission File No.) (IRS Emp

July 30, 2003 SC 13D

Transaction Date

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Net Perceptions, Inc. (Name of Issuer) Common Stock, $.0001 par value (Title of Class of Securities) 94107u101 (CUSIP Number) Don C. Whitaker Don C. Whitaker, Inc. 23 Beechwood Irvine, CA 92604 949-857-6008 (Name, Address and Telephone Number of Person Au

July 24, 2003 8-K

FORM 8-K CURRENT REPORT

8K Form SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 24, 2003 (Date of earliest event reported) NET PERCEPTIONS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-25781 41-1844584 (State or Other Jurisdiction of Incorporation ) (Commission File Number) ( IRS Employer

July 24, 2003 EX-99

Net Perceptions Announces Second Quarter Results Conference Call About Net Perceptions NET PERCEPTIONS, INC. NET PERCEPTIONS, INC.

8K Form Exhibit 99.1 FOR RELEASE 8:00 A.M. Central Time July 24, 2003 Contact: Tom Donnelly Chief Financial Officer Net Perceptions, Inc. 952-842-5400 [email protected] Terri Reden Marketing Communications Net Perceptions, Inc. 952-842-5067 [email protected] Net Perceptions Announces Second Quarter Results MINNEAPOLIS – Net Perceptions, Inc. (Nasdaq: NETP) today reported revenue

July 16, 2003 SC 13G

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 NET

SC 13G 1 dsc13g.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 NET PERCEPTIONS, INC. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 64107U 10 1 (CUSIP

May 14, 2003 EX-99.1

EX-99.1 Certification of Chief Executive Officer

Exhibit 99.1 Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Quarterly Report on Form 10-Q of Net Perceptions, Inc. (the “Company”) for the quarterly period ended March 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Donald

May 14, 2003 EX-99.2

EX-99.2 Certification of Chief Financial Officer

Exhibit 99.2 Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Quarterly Report on Form 10-Q of Net Perceptions, Inc. (the “Company”) for the quarterly period ended March 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas

May 14, 2003 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2003 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to . Commission File Num

April 29, 2003 DEF 14A

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 c75558ddef14a.htm DEFINITIVE PROXY STATEMENT SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the registrant Filed by a party other than the registrant Check the appropriate box: Preliminary proxy statement Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2). Definitive proxy statement. Defi

April 28, 2003 8-K

Current Report

8-K 1 bos269459.htm FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 28, 2003 (Date of earliest event reported) NET PERCEPTIONS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-25781 41-1844584 (State or Other Jurisdiction of Incorporation) (Commission File Nu

April 11, 2003 S-8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 NET PERCEPTIONS, INC. (Exact name of registrant as specified in its charter)

Table of Contents As filed with the Securities and Exchange Commission on April 11, 2003 Registration No.

March 26, 2003 EX-99.1

EX-99.1 Certification of Chief Executive Officer

EXHIBIT 99.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 10-K of Net Perceptions, Inc. (the "Company") for the annual period ended December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Donald C.

March 26, 2003 EX-99.2

EX-99.2 Certification of Chief Financial Officer

EXHIBIT 99.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 10-K of Net Perceptions, Inc. (the "Company") for the annual period ended December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Thomas M.

March 26, 2003 EX-3.1(B)

EX-3.1(b) Certificate of Amendment

EXHIBIT 3.1 (b) CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NET PERCEPTIONS, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware Net Perceptions, Inc., a Delaware corporation (hereinafter called the "Corporation"), does hereby certify as follows: FIRST: The first paragraph of Article IV of the Corporation's Amended and Resta

March 26, 2003 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

e10vk Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 14, 2003 SC 13G/A

Signature

SEC 1745 (02-02) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

November 13, 2002 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Net Perceptions, Inc. Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2002 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period Fro

November 13, 2002 EX-99.2

EX-99.2 Certification Pursuant to 18 USC Sec. 1350

Exhibit 99.2 Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Quarterly Report on Form 10-Q of Net Perceptions, Inc. (the “Company”) for the quarterly period ended September 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Th

November 13, 2002 EX-99.1

EX-99.1 Certification Pursuant to 18 USC Sec. 1350

Exhibit 99.1 Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Quarterly Report on Form 10-Q of Net Perceptions, Inc. (the “Company”) for the quarterly period ended September 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Do

August 14, 2002 EX-99.2

EX-99.2 Certification of Chief Financial Officer

EXHIBIT 99.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q of Net Perceptions, Inc. (the "Company") for the quarterly period ended June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Thomas

August 14, 2002 EX-99.1

EX-99.1 Certification of Chief Executive Officer

EXHIBIT 99.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q of Net Perceptions, Inc. (the "Company") for the quarterly period ended June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Donald

August 14, 2002 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2002 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to . Commission File Number: 000-

May 31, 2002 S-8

As filed with the Securities and Exchange Commission on May 31, 2002

Table of Contents As filed with the Securities and Exchange Commission on May 31, 2002 Registration No.

May 15, 2002 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Quarterly Report for Net Perceptions, Inc. Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2002 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Tran

April 30, 2002 DEF 14A

TABLE OF CONTENTS

DEF 14A 1 c68942ddef14a.htm DEFINITIVE PROXY STATEMENT TABLE OF CONTENTS PROPOSAL NO. 1 ELECTION OF DIRECTORS EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS BOARD ACTIONS; COMMITTEES OF THE BOARD OF DIRECTORS DIRECTOR COMPENSATION STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE EXECUTIVE COMPENSATION AND OTHER INFORMATION COMPENSATION C

April 1, 2002 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2001 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-25781 NET PERC

April 1, 2002 EX-10.11

Severance agreement - Thomas M. Donnelly

EXHIBIT 10.11 November 9, 2001 PERSONAL AND CONFIDENTIAL Thomas M. Donnelly 6491 Nez Perce Road Chanhassen, MN 55317 Dear Tom: In recognition of the critical role we believe you will play in defining the ongoing strategy of Net Perceptions, Inc. (the "Company") and driving the Company's operating performance, we hereby agree to extend you certain benefits on the terms and conditions set forth belo

April 1, 2002 EX-21.1

List of Subsidiaries

EXHIBIT 21.1 SUBSIDIARIES SUBSIDIARY JURISDICTION OF INCORPORATION - - - Knowledge Discovery One, Inc. Delaware Net Perceptions Limited United Kingdom Net Perceptions Limited Hong Kong Net Perceptions GmbH Germany Net Perceptions Singapore Pte Ltd Singapore Net Perceptions Canada, Inc. Canada Net Perceptions BV Netherlands

November 14, 2001 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 c66025e10-q.htm QUARTERLY REPORT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2001 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Tra

August 14, 2001 EX-4.4

EX-4.4 Specimen Common Stock Certificate

1 EXHIBIT 4.4 COMMON SHARES COMMON SHARES [LOGO] NET PERCEPTIONS, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE THIS CERTIFIES THAT IS THE OWNER OF FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.0001 PAR VALUE, OF -Net Perceptions, Inc.- transferable on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of this Certificate properly endors

August 14, 2001 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Net Perceptions, Inc Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 14, 2001 EX-10.12

EX-10.12 Employment Agreement - Don C. Peterson

1 EXHIBIT 10.12 May 24, 2001 PERSONAL AND CONFIDENTIAL Don C. Peterson 2990 Sussex Road Orono, MN 55356 Dear Don: We feel that you will play the critical role in defining Net Perception's ongoing strategy and driving the Company's operating performance. Accordingly, we are pleased to offer you the position of President and Chief Executive Officer. This letter (together with the attachments hereto

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